OHI / Omega Healthcare Investors, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OMEGA HEALTHCARE INVESTORS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2025 OMEGA HEALTHCARE IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2025 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Commi

OMEGA REPORTS SECOND QUARTER 2025 RESULTS AND RECENT DEVELOPMENTS Completed $527 Million in New Investments in Q2 Issued $600 Million of 5.2% Notes due 2030 in Q2 Increases Full Year Adjusted FFO Guidance

Exhibit 99.1 303 International Circle P: 410.427.1700 Suite 200 F: 410.427.8800 Hunt Valley, MD 21030 PRESS RELEASE – FOR IMMEDIATE RELEASE OMEGA REPORTS SECOND QUARTER 2025 RESULTS AND RECENT DEVELOPMENTS Completed $527 Million in New Investments in Q2 Issued $600 Million of 5.2% Notes due 2030 in Q2 Increases Full Year Adjusted FFO Guidance HUNT VALLEY, MARYLAND – July 31, 2025 – Omega Healthcar

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2025 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Commi

OMEGA ISSUES BUSINESS UPDATE

Exhibit 99.1 303 International Circle Suite 200 Hunt Valley, MD 21030 P: 410.427.1700 F: 410.427.8800 PRESS RELEASE – FOR IMMEDIATE RELEASE OMEGA ISSUES BUSINESS UPDATE HUNT VALLEY, MARYLAND – July 10, 2025 – Omega Healthcare Investors, Inc. (NYSE: OHI) announced today that it has revised the Operator Updates slide of its investor presentation. The presentation can be found at https://www.omegahea

Indenture dated as of June 20, 2025, among Omega Healthcare Investors, Inc. and U.S. Bank Trust Company, National Association, as Trustee

Exhibit 4.1 Omega Healthcare Investors, Inc. and each of the Guarantors named herein INDENTURE Dated as of June 20, 2025 Senior Debt Securities U.S. Bank Trust Company, National Association, Trustee CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.08; 7.10 (b) 7.08; 7.10 (c) N.A. 311(a) 7.11 (b) 7.11 (c) N.A. 312(a) 2.

First Supplemental Indenture dated as of June 20, 2025, among Omega Healthcare Investors, Inc., OHI Healthcare Properties Limited Partnership, as Subsidiary Guarantor, and U.S. Bank Trust Company, National Association, as Trustee

Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE by and among Omega Healthcare Investors, Inc., as Issuer, the Guarantors named herein, as Guarantors and U.S. Bank Trust Company, National Association, as Trustee $600,000,000 5.200% Senior Notes due 2030 dated as of June 20, 2025 Supplement to Indenture dated as of June 20, 2025 ARTICLE I CREATION OF THE SECURITIES 2 Section 1.01 Designation of the Series;

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2025 OMEGA HEALTHCARE IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2025 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Commi

$5.200% Senior Notes due 2030

424B5 1 tm258489-2424b5.htm 424B5 TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-282376 PROSPECTUS SUPPLEMENT (To Prospectus dated September 27, 2024) $5.200% Senior Notes due 2030 We are offering $600,000,000 principal amount of our 5.200% Senior Notes due 2030 (the “notes”). We intend to use the net proceeds from this offering for general corporate purposes, which may

Underwriting Agreement, dated June 10, 2025, by and among Omega and the representatives of the underwriters named therein

  Exhibit 1.1   OMEGA HEALTHCARE INVESTORS, INC.   $600,000,000 5.200% Senior Notes due 2030   UNDERWRITING AGREEMENT   June 10, 2025   Wells Fargo Securities, LLC 550 South Tryon Street, 5th Floor Charlotte, North Carolina 28202   BofA Securities, Inc. One Bryant Park New York, New York 10036   Credit Agricole Securities (USA) Inc. 1301 Avenue of the Americas New York, New York 10019   J.P. Morga

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2025 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Commi

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 OMEGA HEALTHCARE INVESTORS INC Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt Senior Unsecured Notes 457(r) 600,000,000 $ 594,708,000.

FOR FURTHER INFORMATION, CONTACT Andrew Dorsey, VP, Corporate Strategy & Investor Relations David Griffin, Director, Corporate Strategy & Investor Relations at (410) 427-1705

Exhibit 99.1 Omega Healthcare Investors Announces Pricing of Its $600,000,000 Senior Notes Offering June 10, 2025 Omega Healthcare Investors, Inc. (NYSE: OHI) (“Omega”) today announced that it priced an underwritten public offering of $600,000,000 aggregate principal amount of 5.200% Senior Notes due 2030 (the “2030 Notes”). The settlement of this offering is expected to occur on June 20, 2025, su

Omega Healthcare Investors, Inc. $600,000,000 5.200% Senior Notes due 2030 June 10, 2025

Issuer Free Writing Prospectus, dated June 10, 2025 Filed Pursuant to Rule 433 under the Securities Act of 1933 Supplementing the Preliminary Prospectus Supplement dated June 10, 2025 Registration Statement No.

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED JUNE 10, 2025

TABLE OF CONTENTS This preliminary prospectus supplement and the accompanying prospectus relate to an effective registration statement under the Securities Act of 1933, as amended.

Articles of Amendment and Restatement of Omega Healthcare Investors, Inc., as amended through June 6, 2025.

Exhibit 3.1 OMEGA HEALTHCARE INVESTORS, INC. ARTICLES OF AMENDMENT OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (hereinafter called the “Corporation”), certifies to the State Department of Assessments and Taxation of Maryland, that: FIRST: The Corporation desires to amend the charter of the Corporation (the “Charter”) as currently in effect. SECOND: The Charter of the Corporation shall

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 OMEGA HEALTHCARE INVESTORS INC Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Common Stock, par value $0.

Dividend Reinvestment and Common Stock Purchase Plan

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-277916 PROSPECTUS SUPPLEMENT (to Prospectus dated March 14, 2024) Dividend Reinvestment and Common Stock Purchase Plan Omega Healthcare Investors, Inc. is offering shares of its common stock through its Dividend Reinvestment and Common Stock Purchase Plan (the “Plan”). Please read this prospectus supplement carefully and kee

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2025 OMEGA HEALTHCARE INV

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2025 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2025 OMEGA HEALTHCARE INV

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2025 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Commis

OMEGA ISSUES BUSINESS UPDATE

Exhibit 99.1 303 International Circle Suite 200 Hunt Valley, MD 21030 P: 410.427.1700 F: 410.427.8800 PRESS RELEASE – FOR IMMEDIATE RELEASE OMEGA ISSUES BUSINESS UPDATE HUNT VALLEY, MARYLAND – June 2, 2025 – Omega Healthcare Investors, Inc. (NYSE: OHI) announced today that it has revised the Operator Updates slide of its investor presentation. The presentation can be found at https://www.omegaheal

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2025 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2025 OMEGA HEALTHCARE INV

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2025 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Commis

OMEGA ISSUES BUSINESS UPDATE

Exhibit 99.1 303 International Circle Suite 200 Hunt Valley, MD 21030 P: 410.427.1700 F: 410.427.8800 PRESS RELEASE – FOR IMMEDIATE RELEASE OMEGA ISSUES BUSINESS UPDATE HUNT VALLEY, MARYLAND – May 12, 2025 – Omega Healthcare Investors, Inc. (NYSE: OHI) announced today that it has revised the Operator Updates slide of its investor presentation. The presentation can be found at https://www.omegaheal

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

OMEGA REPORTS FIRST QUARTER 2025 RESULTS AND RECENT DEVELOPMENTS Completed $423 Million in New Investments Year-to-Date through April Increases Full Year Adjusted FFO Guidance

Exhibit 99.1 303 International Circle P: 410.427.1700 Suite 200 F: 410.427.8800 Hunt Valley, MD 21030 PRESS RELEASE – FOR IMMEDIATE RELEASE OMEGA REPORTS FIRST QUARTER 2025 RESULTS AND RECENT DEVELOPMENTS Completed $423 Million in New Investments Year-to-Date through April Increases Full Year Adjusted FFO Guidance HUNT VALLEY, MARYLAND – May 1, 2025 – Omega Healthcare Investors, Inc. (NYSE: OHI) (

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2025 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OMEGA HEALTHCARE INVESTORS, INC. (Exact Name

Subsidiary guarantors of guaranteed securities.*

Exhibit 22.1 Subsidiary guarantors of guaranteed securities From time to time Omega Healthcare Investors, Inc., a Maryland corporation (the “Company”), may issue debt securities under a registration statement on Form S-3 filed with the Securities and Exchange Commission that are fully and unconditionally guaranteed by OHI Healthcare Properties Limited Partnership, a Delaware limited partnership (t

Form of TSR-Based Performance Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (commencing 2025). +*

Exhibit 10.6H 2025 FORM OF TSR-BASED PERFORMANCE PROFITS INTEREST UNITS AGREEMENT PURSUANT TO THE OMEGA HEALTHCARE INVESTORS, INC. 2018 STOCK INCENTIVE PLAN THIS AGREEMENT (this “Agreement”) is made as of the Grant Date, by and between OHI Healthcare Properties Limited Partnership (the “Partnership”), a limited partnership controlled by, and an Affiliate (as defined below) of, Omega Healthcare Inv

Form of Relative TSR-Based Performance Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (commencing 2025).+*

Exhibit 10.6L 2025 FORM OF RELATIVE TSR-BASED PERFORMANCE PROFITS INTEREST UNITS AGREEMENT PURSUANT TO THE OMEGA HEALTHCARE INVESTORS, INC. 2018 STOCK INCENTIVE PLAN THIS AGREEMENT (this “Agreement”) is made as of the Grant Date, by and between OHI Healthcare Properties Limited Partnership (the “Partnership”), a limited partnership controlled by, and an Affiliate of, Omega Healthcare Investors, In

Form of TSR-Based Performance Restricted Stock Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (commencing 2025). +*

Exhibit 10.6F 2025 FORM OF TSR-BASED PERFORMANCE RESTRICTED STOCK UNITS AGREEMENT PURSUANT TO THE OMEGA HEALTHCARE INVESTORS, INC. 2018 STOCK INCENTIVE PLAN THIS AGREEMENT (this “Agreement”) is made as of the Grant Date, by and between Omega Healthcare Investors, Inc. (the “Company”) and (the “Recipient”). Upon and subject to this Agreement (including the Terms and Conditions and the Exhibit which

Form of Employment Agreement for Company’s executive officers. +*

Exhibit 10.8 FORM OF EMPLOYMENT AGREEMENT THIS AGREEMENT (the “Agreement”) is effective as of January 1, 2025 (the “Effective Date”), and is among OHI Asset Management LLC (the “Company”), Omega Healthcare Investors, Inc. (the “Parent”), and (the “Executive”). INTRODUCTION The Company, the Parent and the Executive are parties to an employment agreement effective January 1, 2020, as amended [Gourma

Form of Director Restricted Stock Award Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan.+*

Exhibit 10.6N 2025 FORM OF DIRECTOR’S RESTRICTED STOCK AWARD PURSUANT TO THE OMEGA HEALTHCARE INVESTORS, INC. 2018 STOCK INCENTIVE PLAN THIS AWARD is made as of the Grant Date, by Omega Healthcare Investors, Inc. (the “Company”) to (the “Recipient”). Upon and subject to the Terms and Conditions attached hereto and incorporated herein by reference as part of this agreement (the “Award”), the Compan

Form of Relative TSR-Based Performance Restricted Stock Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (commencing 2025). +*

Exhibit 10.6J 2025 FORM OF RELATIVE TSR-BASED PERFORMANCE RESTRICTED STOCK UNITS AGREEMENT PURSUANT TO THE OMEGA HEALTHCARE INVESTORS, INC. 2018 STOCK INCENTIVE PLAN THIS AGREEMENT (this “Agreement”) is made as of the Grant Date, by and between Omega Healthcare Investors, Inc. (the “Company”) and (the “Recipient”). Upon and subject to this Agreement (including the Terms and Conditions and the Exhi

Form of Director Time-Based Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan.+*

Exhibit 10.6M 2025 FORM OF TIME-BASED PROFITS INTEREST UNITS AGREEMENT PURSUANT TO THE OMEGA HEALTHCARE INVESTORS, INC. 2018 STOCK INCENTIVE PLAN The grant pursuant to this agreement (this “Agreement”) is made as of the Grant Date, by OHI Healthcare Properties Limited Partnership (the “Partnership”), a limited partnership controlled by, and an Affiliate (as defined below) of, Omega Healthcare Inve

Third Amended and Restated Agreement of Limited Partnership of OHI Healthcare Properties Limited Partnership as of February 11, 2025.*

Exhibit 3.5 Execution Version THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP Dated as of February 11, 2025 THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSE

Omega Healthcare Investors, Inc. Insider Trading Policy.*

Exhibit 19.1 Omega Healthcare Investors, Inc. Insider Trading Policy Approved: January 29, 2025 Omega Healthcare Investors, Inc. (the “Company”) has adopted this Insider Trading Policy (this “Policy”) to promote compliance by the Company and its directors, officers and employees with the U.S. federal securities laws that prohibit engaging in transactions in Company Securities (as defined below) (o

Subsidiaries of the Registrant.*

Exhibit 21.1 Subsidiaries of the Registrant, as of December 31, 2024 Subsidiary Name Home State 1. 11900 East Artesia Boulevard, LLC California 2. 1200 Ely Street Holdings Co. LLC Michigan 3. 13922 Cerise Avenue, LLC California 4. 1628 B Street, LLC California 5. 22 – 26 Southeast Sixth Street, LLC Delaware 6. 2400 Parkside Drive, LLC California 7. 2425 Teller Avenue, LLC Colorado 8. 245 East Wils

Form of Time-Based Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (commencing 2025). +*

Exhibit 10.6D 2025 FORM OF TIME-BASED PROFITS INTEREST UNITS AGREEMENT PURSUANT TO THE OMEGA HEALTHCARE INVESTORS, INC. 2018 STOCK INCENTIVE PLAN THIS AGREEMENT (this “Agreement”) is made as of the Grant Date, by and between OHI Healthcare Properties Limited Partnership (the “Partnership”), a limited partnership controlled by, and an Affiliate of, Omega Healthcare Investors, Inc. (Omega Healthcare

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2025 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Co

OMEGA REPORTS FOURTH QUARTER AND FULL YEAR 2024 RESULTS Completed $340 Million in New Investments in Q4 2024 Issued $438M in Equity Providing 2025 Adjusted FFO Guidance

Exhibit 99.1 303 International Circle P: 410.427.1700 Suite 200 F: 410.427.8800 Hunt Valley, MD 21030 PRESS RELEASE – FOR IMMEDIATE RELEASE OMEGA REPORTS FOURTH QUARTER AND FULL YEAR 2024 RESULTS Completed $340 Million in New Investments in Q4 2024 Issued $438M in Equity Providing 2025 Adjusted FFO Guidance HUNT VALLEY, MARYLAND – February 5, 2025 – Omega Healthcare Investors, Inc. (NYSE: OHI) (th

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 1, 2025 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Com

OMEGA ANNOUNCES KEY LEADERSHIP CHANGES

Exhibit 99.1 303 International Circle Suite 200 Hunt Valley, MD 21030 P: 410.427.1700 F: 410.427.8800 PRESS RELEASE – FOR IMMEDIATE RELEASE OMEGA ANNOUNCES KEY LEADERSHIP CHANGES HUNT VALLEY, MARYLAND – January 6, 2025 – Omega Healthcare Investors, Inc. (NYSE:OHI) (the “Company” or “Omega”) today announced key leadership changes. Matthew Gourmand, previously Senior Vice President, Corporate Strate

Consulting Agreement, dated as of January 3, 2025, between Omega Healthcare Investors, Inc., Omega Asset Management LLC and Daniel Booth (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed January 6, 2025). +

Exhibit 10.2 Execution Version CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is entered to be effective as of January 3, 2025, by and between Omega Healthcare Investors, Inc. (hereinafter “Omega” or the “Company”) and Daniel J. Booth (hereinafter “Consultant”). RECITALS WHEREAS, until January 2, 2025, Consultant was an officer of Omega, as well as an officer and director of sub

Transition Agreement and Release, dated as of January 1, 2025, between Omega Healthcare Investors, Inc., Omega Asset Management LLC and Daniel Booth (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed January 6, 2025). +

Exhibit 10.1 Execution Version TRANSITION AGREEMENT AND RELEASE THIS TRANSITION AGREEMENT AND RELEASE (the “Agreement”) is made effective as of the 1st day of January, 2025 (the “Effective Date”), except as otherwise provide herein, among Omega Healthcare Investors, Inc. (“Parent”), Omega Asset Management LLC (the “Company”) and Daniel J. Booth (“Executive”). The Parent, the Company and the Execut

OHI / Omega Healthcare Investors, Inc. / COHEN & STEERS, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Initial Filing)* Omega Healthcare Investors, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 681936100 (CUSIP Number) September 30, 2024 (Date of Event Wh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OMEGA HEALTHCARE INVE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 OMEGA HEALTHCARE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Co

OMEGA REPORTS THIRD QUARTER 2024 RESULTS AND RECENT DEVELOPMENTS Completed $834 Million in New Investments Year-to-Date Increased Full Year Adjusted FFO Guidance

Exhibit 99.1 303 International Circle P: 410.427.1700 Suite 200 F: 410.427.8800 Hunt Valley, MD 21030 PRESS RELEASE – FOR IMMEDIATE RELEASE OMEGA REPORTS THIRD QUARTER 2024 RESULTS AND RECENT DEVELOPMENTS Completed $834 Million in New Investments Year-to-Date Increased Full Year Adjusted FFO Guidance HUNT VALLEY, MARYLAND – October 30, 2024 – Omega Healthcare Investors, Inc. (NYSE: OHI) (the “Comp

OHI / Omega Healthcare Investors, Inc. / STATE STREET CORP Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* OMEGA HEALTHCARE INVESTORS INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 681936100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

As filed with the Securities and Exchange Commission on September 27, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 27, 2024 REGISTRATION NO.

Calculation of Filing Fee Table.+

Calculation of Filing Fee Tables S-3 OMEGA HEALTHCARE INVESTORS INC Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt Debt Securities 457(r) 0.

Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Form of Indenture referenced in Exhibit 4.1.+

Exhibit 25.1 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ¨ U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E

Form of Indenture.+

Exhibit 4.1 Omega Healthcare Investors, Inc. and each of the Guarantors named herein INDENTURE Dated as of, 202[●] Senior Debt Securities U.S. Bank Trust Company, National Association, Trustee CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.08; 7.10 (b) 7.08; 7.10 (c) N.A. 311(a) 7.11 (b) 7.11 (c) N.A. 312(a) 2.06 (b)

Omega Healthcare Investors, Inc. Common Stock

TABLE OF CONTENTS  FILED PURSUANT TO RULE 424(b)(2)  REGISTRATION NO. 333-277916 PROSPECTUS SUPPLEMENT (To Prospectus dated March 14, 2024) $1,250,000,000 Omega Healthcare Investors, Inc. Common Stock We have entered into an “at-the-market” equity offering sales agreement dated as of September 6, 2024, or the sales agreement, with each of Wells Fargo Securities, LLC, Barclays Capital Inc., Berenbe

At-the Market Equity Offering Sales Agreement, dated September 6, 2024, among the Company, the Sales Agents, the Forward Sellers and the Forward Purchasers (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed September 6, 2024).

Exhibit 1.1 Omega Healthcare Investors, Inc. Common Stock ($0.10 par value) AT-THE-MARKET EQUITY OFFERING SALES AGREEMENT September 6, 2024 Wells Fargo Securities, LLC Barclays Capital Inc. Berenberg Capital Markets LLC BofA Securities, Inc. BMO Capital Markets Corp. Capital One Securities, Inc. Citizens JMP Securities, LLC Credit Agricole Securities (USA) Inc. Fifth Third Securities, Inc. J.P. Mo

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 OMEGA HEALTHCARE INVESTORS INC Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid Equity Common Stock, par value $0.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2024 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OMEGA HEALTHCARE INVESTORS

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2024 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Comm

OMEGA REPORTS SECOND QUARTER 2024 RESULTS AND RECENT DEVELOPMENTS Completed $648 Million in New Investments Year-to-Date Increased Full Year Adjusted FFO Guidance

Exhibit 99.1 303 International Circle P: 410.427.1700 Suite 200 F: 410.427.8800 Hunt Valley, MD 21030 PRESS RELEASE – FOR IMMEDIATE RELEASE OMEGA REPORTS SECOND QUARTER 2024 RESULTS AND RECENT DEVELOPMENTS Completed $648 Million in New Investments Year-to-Date Increased Full Year Adjusted FFO Guidance HUNT VALLEY, MARYLAND – August 1, 2024 – Omega Healthcare Investors, Inc. (NYSE: OHI) (the “Compa

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2024 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Commis

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2024 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Commis

Omega Provides an Update on the LaVie Restructuring

Exhibit 99.1 303 International Circle P: 410.427.1700 Suite 200 Hunt Valley, MD 21030 F: 410.427.8800 PRESS RELEASE – FOR IMMEDIATE RELEASE Omega Provides an Update on the LaVie Restructuring HUNT VALLEY, Md.-(BUSINESS WIRE) - Omega Healthcare Investors, Inc. (the “Company” or “Omega”) (NYSE: OHI) today issued the following statement in response to LaVie Care Centers’ (“LaVie”) announcement that i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OMEGA HEALTHCARE INVESTOR

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2024 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Commiss

OMEGA REPORTS FIRST QUARTER 2024 RESULTS AND RECENT DEVELOPMENTS Completed $240 Million in New Investments Year-to-Date Repaid a $400 Million Debt Maturity in April

Exhibit 99.1 303 International Circle P: 410.427.1700 Suite 200 F: 410.427.8800 Hunt Valley, MD 21030 PRESS RELEASE – FOR IMMEDIATE RELEASE OMEGA REPORTS FIRST QUARTER 2024 RESULTS AND RECENT DEVELOPMENTS Completed $240 Million in New Investments Year-to-Date Repaid a $400 Million Debt Maturity in April HUNT VALLEY, MARYLAND – May 2, 2024 – Omega Healthcare Investors, Inc. (NYSE: OHI) (the “Compan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

2 YOU ARE HEREBY NOTIFIED, pursuant to an Order of the United States District Court for the District of Maryland (the “Court”), that a proposed settlement has been reached resolving the following shareholder derivative litigation brought on behalf an

Exhibit 99.2 1 UNITED STATES DISTRICT COURT DISTRICT OF MARYLAND ROBERT WOJCIK, derivatively on behalf of OMEGA HEALTHCARE INVESTORS, INC. Plaintiff, v. OMEGA HEALTHCARE INVESTORS, INC., C. TAYLOR PICKETT, ROBERT O. STEPHENSON, DANIEL J. BOOTH, CRAIG M. BERNFIELD, NORMAN R. BOBINS, CRAIG R. CALLEN, BARBARA B. HILL, HAROLD J. KLOOSTERMAN, BERNARD J. KORMAN, EDWARD LOWENTHAL, BEN W. PERKS, STEPHEN D

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2024 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Comm

2 derivative complaint on behalf of nominal defendant Omega Healthcare Investors, Inc. (“Omega” or the “Company”) for alleged violations of Section 14(a) of the Exchange Act, for contribution under Sections 10(b) and 21D of the Exchange Act, as well

Exhibit 99.1 1 UNITED STATES DISTRICT COURT DISTRICT OF MARYLAND ROBERT WOJCIK, derivatively on behalf of OMEGA HEALTHCARE INVESTORS, INC. Plaintiff, v. OMEGA HEALTHCARE INVESTORS, INC., C. TAYLOR PICKETT, ROBERT O. STEPHENSON, DANIEL J. BOOTH, CRAIG M. BERNFIELD, NORMAN R. BOBINS, CRAIG R. CALLEN, BARBARA B. HILL, HAROLD J. KLOOSTERMAN, BERNARD J. KORMAN, EDWARD LOWENTHAL, BEN W. PERKS, STEPHEN D

Calculation of Filing Fee Table.+

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Omega Healthcare Investors, Inc.

As filed with the Securities and Exchange Commission on March 14, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 14, 2024 REGISTRATION NO.

Calculation of Filing Fee Tables Form 424(b)(2) (Form Type) Omega Healthcare Investors, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form 424(b)(2) (Form Type) Omega Healthcare Investors, Inc.

Calculation of Filing Fee Tables Form S-3 (Form Type) Omega Healthcare Investors, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Omega Healthcare Investors, Inc.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2024 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Comm

Dividend Reinvestment and Common Stock Purchase Plan

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-277916 PROSPECTUS SUPPLEMENT (to Prospectus dated March 14, 2024) Dividend Reinvestment and Common Stock Purchase Plan Omega Healthcare Investors, Inc. is offering shares of its common stock through its Dividend Reinvestment and Common Stock Purchase Plan, which we refer to as the Plan. Please read this prospectus supplement

Omega Healthcare Investors, Inc. Common Stock

TABLE OF CONTENTS  FILED PURSUANT TO RULE 424(b)(2)  REGISTRATION NO. 333-277916 PROSPECTUS SUPPLEMENT (To Prospectus dated March 14, 2024) $708,162,849 Omega Healthcare Investors, Inc. Common Stock We are party to an “at-the-market” equity offering sales agreement dated as of May 20, 2021, or the sales agreement, with each of Wells Fargo Securities, LLC, Barclays Capital Inc., Berenberg Capital M

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2024 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Comm

2 accordance with the Stipulation of Settlement entered into by the Parties, dated February 22, 2024, (the “Stipulation”). 1 As explained below, a Settlement Hearing shall be held by remote electronic means on May 21, 2024, at 2:00 p.m., before the H

Exhibit 99.2 1 PHILLIP SWAN * IN THE Plaintiff, * CIRCUIT COURT v. * FOR C. TAYLOR PICKETT, et al. * BALTIMORE CITY, MARYLAND Defendants. * Case No. 24-C-19-000573 * (Consolidated with No. 24-C-19-000972) * * * * * * * * * * * * * NOTICE OF PROPOSED SETTLEMENT AND OF SETTLEMENT HEARING TO: ALL OWNERS OF COMMON STOCK OF OMEGA HEALTHCARE INVESTORS, INC. (“OMEGA” OR THE “COMPANY”) AS OF FEBRUARY 22,

2 “Individual Defendants,” as defined below) breached non-exculpable fiduciary duties to Omega and its shareholders in the first half of 2017 by extending, without adequately disclosing, a $15.2 million Working Capital Loan (the “WCL”) to Omega’s sec

Exhibit 99.1 1 PHILLIP SWAN * IN THE Plaintiff, * CIRCUIT COURT v. * FOR C. TAYLOR PICKETT, et al. * BALTIMORE CITY, MARYLAND Defendants. * Case No. 24-C-19-000573 * (Consolidated with No. 24-C-19-000972) * * * * * * * * * * * * * STIPULATION OF SETTLEMENT This Stipulation of Settlement dated February 22, 2024 (the “Stipulation”), is made and entered into by and among the Settling Parties,1 by and

OHI / Omega Healthcare Investors, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01604-omegahealthcareinves.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 19)* Name of issuer: Omega Healthcare Investors Inc Title of Class of Securities: Common Stock CUSIP Number: 681936100 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriat

Subsidiary guarantors of guaranteed securities.*

Exhibit 22.1 Subsidiary guarantors of guaranteed securities From time to time Omega Healthcare Investors, Inc., a Maryland corporation (the “Company”), may issue debt securities under a registration statement on Form S-3 filed with the Securities and Exchange Commission that are fully and unconditionally guaranteed by OHI Healthcare Properties Limited Partnership, a Delaware limited partnership (t

Omega Healthcare Investors, Inc. Incentive Compensation Recovery Policy.* +

Exhibit 97.1 OMEGA HEALTHCARE INVESTORS, INC. INCENTIVE COMPENSATION RECOVERY POLICY I. Introduction The Board of Directors (the “Board”) of Omega Healthcare Investors, Inc. (the “Company”) has adopted this Incentive Compensation Recovery Policy (this “Policy”) to comply with New York Stock Exchange (the “NYSE”) Listed Company Rule 303A.14, which requires listed companies to provide for the recove

Subsidiaries of the Registrant.*

Exhibit 21.1 Subsidiaries of the Registrant, as of December 31, 2023 Subsidiary Name Home State 11900 East Artesia Boulevard, LLC California 1200 Ely Street Holdings Co. LLC Michigan 13922 Cerise Avenue, LLC California 1628 B Street, LLC California 22 – 26 Southeast Sixth Street, LLC Delaware 2400 Parkside Drive, LLC California 2425 Teller Avenue, LLC Colorado 245 East Wilshire Avenue, LLC Califor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OMEGA HEALTHCARE INVESTORS, INC. (Exact Name

Form of Annual Amendment to Employment Agreement for the Company’s executive officers. +*

Exhibit 10.10 FORM OF AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made January 1, 2024, among OHI Asset Management LLC (the “Company”), Omega Healthcare Investors, Inc. (the “Parent”), and [Name of Executive] (the “Executive”). INTRODUCTION The Company, the Parent and the Executive are parties to an employment agreement generally effective as of [D

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2024 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Co

OMEGA REPORTS FOURTH QUARTER AND FULL YEAR 2023 RESULTS Completed $249 Million in New Investments in Q4 Providing 2024 Adjusted FFO Guidance

Exhibit 99.1 303 International Circle P: 410.427.1700 Suite 200 F: 410.427.8800 Hunt Valley, MD 21030 PRESS RELEASE – FOR IMMEDIATE RELEASE OMEGA REPORTS FOURTH QUARTER AND FULL YEAR 2023 RESULTS Completed $249 Million in New Investments in Q4 Providing 2024 Adjusted FFO Guidance HUNT VALLEY, MARYLAND – February 7, 2024 – Omega Healthcare Investors, Inc. (NYSE: OHI) (the “Company” or “Omega”) anno

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 1, 2024 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Com

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2023 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Co

OMEGA ISSUES BUSINESS UPDATE IN CONJUNCTION WITH JEFFERIES REAL ESTATE CONFERENCE

Exhibit 99.1 303 International Circle Suite 200 Hunt Valley, MD 21030 P: 410.427.1700 F: 410.427.8800 PRESS RELEASE – FOR IMMEDIATE RELEASE OMEGA ISSUES BUSINESS UPDATE IN CONJUNCTION WITH JEFFERIES REAL ESTATE CONFERENCE HUNT VALLEY, MARYLAND – December 4, 2023 – Omega Healthcare Investors, Inc. (NYSE: OHI) announced today that it has revised the Operator Updates slide of its investor presentatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OMEGA HEALTHCARE INVE

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2023 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Co

OMEGA REPORTS THIRD QUARTER 2023 RESULTS AND RECENT DEVELOPMENTS Completed $106 Million in New Investments in Q3 Strengthened Balance Sheet with $429 Million Term Loan in Q3

Exhibit 99.1 303 International Circle P: 410.427.1700 Suite 200 F: 410.427.8800 Hunt Valley, MD 21030 PRESS RELEASE – FOR IMMEDIATE RELEASE OMEGA REPORTS THIRD QUARTER 2023 RESULTS AND RECENT DEVELOPMENTS Completed $106 Million in New Investments in Q3 Strengthened Balance Sheet with $429 Million Term Loan in Q3 HUNT VALLEY, MARYLAND – November 2, 2023 – Omega Healthcare Investors, Inc. (NYSE: OHI

Credit Agreement, dated as of August 8, 2023, among Omega Healthcare Investors, Inc., certain subsidiaries of Omega Healthcare Investors, Inc. identified therein as guarantors, the lenders named therein and Bank of America, N.A., as administrative agent for such lenders (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed August 11, 2023).

Exhibit 10.1 Published CUSIP Number: 68209GAW0 CREDIT AGREEMENT Dated as of August 8, 2023 among OMEGA HEALTHCARE INVESTORS, INC., as Borrower, CERTAIN SUBSIDIARIES OF BORROWER REFERRED TO HEREIN, as Guarantors, THE LENDERS PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent CITIZENS BANK, NATIONAL ASSOCIATION, CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, JPMORGAN CHASE BANK, N.A. and W

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OMEGA HEALTHCARE INVESTORS

Conforming Changes Amendment to Credit Agreement, dated as of June 7, 2023, between the Company and Bank of America, N.A., as administrative agent (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed August 3, 2023).

Execution Version CONFORMING CHANGES AMENDMENT THIS CONFORMING CHANGES AMENDMENT (this “Agreement”), dated as of June 7, 2023, is entered into by Bank of America, N.

Conforming Changes Amendment to Credit Agreement, dated as of June 7, 2023, between OHI Healthcare Properties Limited Partnership and Bank of America, N.A., as administrative agent (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed August 3, 2023).

Execution Version CONFORMING CHANGES AMENDMENT THIS CONFORMING CHANGES AMENDMENT (this “Agreement”), dated as of June 7, 2023, is entered into by Bank of America, N.

OMEGA REPORTS SECOND QUARTER 2023 RESULTS AND RECENT DEVELOPMENTS Completed $270 Million in New Investments in Q2 Repaid a $350 Million Debt Maturity in Q3

Exhibit 99.1 303 International Circle P: 410.427.1700 Suite 200 F: 410.427.8800 Hunt Valley, MD 21030 PRESS RELEASE – FOR IMMEDIATE RELEASE OMEGA REPORTS SECOND QUARTER 2023 RESULTS AND RECENT DEVELOPMENTS Completed $270 Million in New Investments in Q2 Repaid a $350 Million Debt Maturity in Q3 HUNT VALLEY, MARYLAND – August 2, 2023 – Omega Healthcare Investors, Inc. (NYSE: OHI) (the “Company” or

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2023 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in charter) Maryland 1-11316 38-3041398 (State of incorporation) (Commission File Number) (IRS Employer Identification No.) 303 International Circle Suite 200 Hunt Valley, Maryland 21030 (Add

Filing Fee Table.*

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Omega Healthcare Investors, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2023 OMEGA HEALTHCARE INV

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2023 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Commis

Amendment to Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan, effective June 5, 2023 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed June 5, 2023). +

Exhibit 10.1 AMENDMENT TO OMEGA HEALTHCARE INVESTORS, INC. 2018 STOCK INCENTIVE PLAN This Amendment (this “Amendment”) to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (the “Plan”) was approved as of April 14, 2023 (the “Amendment Date”), by Omega Healthcare Investors, Inc. (the “Company”), subject to approval of the Company’s stockholders. INTRODUCTION The Company maintains the P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OMEGA HEALTHCARE INVESTOR

OMEGA REPORTS FIRST QUARTER 2023 RESULTS AND RECENT DEVELOPMENTS Completed the Transition of 4 Operator Portfolios Year-to-Date Completed $276 Million in New Investments Year-to-Date

Exhibit 99.1 303 International Circle P: 410.427.1700 Suite 200 F: 410.427.8800 Hunt Valley, MD 21030 PRESS RELEASE – FOR IMMEDIATE RELEASE OMEGA REPORTS FIRST QUARTER 2023 RESULTS AND RECENT DEVELOPMENTS Completed the Transition of 4 Operator Portfolios Year-to-Date Completed $276 Million in New Investments Year-to-Date HUNT VALLEY, MARYLAND – May 2, 2023 – Omega Healthcare Investors, Inc. (NYSE:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2023 OMEGA HEALTHCARE INVE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2023 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

Description of Securities registered under Section 12 of the Securities Exchange Act of 1934 (Incorporated by reference to Exhibit 4.10 to the Company’s Annual Report on Form 10-K, filed February 14, 2023).

DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2022, the only class of outstanding securities of Omega Healthcare Investors, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OMEGA HEALTHCARE INVESTORS, INC. (Exact Name

Form of Annual Amendment to Employment Agreement for the Company’s executive officers. +*

Exhibit 10.10 FORM OF ANNUAL AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made [Date], 20 among OHI Asset Management LLC (the “Company”), Omega Healthcare Investors, Inc. (the “Parent”), and [Name] (the “Executive”). INTRODUCTION The Company, the Parent and the Executive are parties to an employment agreement (as amended, the “Employment Agreement”)

Subsidiary guarantors of guaranteed securities.*

Exhibit 22.1 Subsidiary guarantors of guaranteed securities From time to time Omega Healthcare Investors, Inc., a Maryland corporation (the “Company”), may issue debt securities under a registration statement on Form S-3 filed with the Securities and Exchange Commission that are fully and unconditionally guaranteed by OHI Healthcare Properties Limited Partnership, a Delaware limited partnership (t

Subsidiaries of the Registrant.*

Exhibit 21.1 Subsidiaries of the Registrant, as of December 31, 2022 Subsidiary Name Home State 11900 East Artesia Boulevard, LLC California 1200 Ely Street Holdings Co. LLC Michigan 13922 Cerise Avenue, LLC California 1628 B Street, LLC California 22 – 26 Southeast Sixth Street, LLC Delaware 2400 Parkside Drive, LLC California 2425 Teller Avenue, LLC Colorado 245 East Wilshire Avenue, LLC Califor

OHI / Omega Healthcare Investors Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01573-omegahealthcareinves.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 18)* Name of issuer: Omega Healthcare Investors Inc. Title of Class of Securities: REIT CUSIP Number: 681936100 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box t

OMEGA REPORTS FOURTH QUARTER AND FULL YEAR 2022 RESULTS Completed $103 Million in New Investments in Q4 Continued Operator Portfolio Restructurings

Exhibit 99.1 303 International Circle P: 410.427.1700 Suite 200 F: 410.427.8800 Hunt Valley, MD 21030 PRESS RELEASE – FOR IMMEDIATE RELEASE OMEGA REPORTS FOURTH QUARTER AND FULL YEAR 2022 RESULTS Completed $103 Million in New Investments in Q4 Continued Operator Portfolio Restructurings HUNT VALLEY, MARYLAND – February 2, 2023 – Omega Healthcare Investors, Inc. (NYSE: OHI) (the “Company” or “Omega

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2023 OMEGA HEALTHCARE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2023 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Co

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2023 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Com

OMEGA ISSUES BUSINESS UPDATE IN CONJUNCTION WITH CAPITAL ONE SECURITIES 2nd ANNUAL REIT CONFERENCE

Exhibit 99.1 303 International Circle Suite 200 Hunt Valley, MD 21030 P: 410.427.1700 F: 410.427.8800 PRESS RELEASE – FOR IMMEDIATE RELEASE OMEGA ISSUES BUSINESS UPDATE IN CONJUNCTION WITH CAPITAL ONE SECURITIES 2nd ANNUAL REIT CONFERENCE HUNT VALLEY, MARYLAND – January 9, 2023 – Omega Healthcare Investors, Inc. (NYSE: OHI) announced today that it has revised the COVID-19 Operator Update slides of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 1, 2023 OMEGA HEALTHCARE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 1, 2023 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? ?? ?? ? FORM 8-K ? ?? ?? ? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): November 2, 2022 ? OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) ? Maryland 1-11316 38-3041398 (State or other jurisd

OMEGA REPORTS THIRD QUARTER 2022 RESULTS AND RECENT DEVELOPMENTS Completed $87 Million in New Investments

Exhibit 99.1 ? 303 International Circle P: 410.427.1700 Suite 200 F: 410.427.8800 Hunt Valley, MD 21030 ? PRESS RELEASE ? FOR IMMEDIATE RELEASE OMEGA REPORTS THIRD QUARTER 2022 RESULTS AND RECENT DEVELOPMENTS Completed $87 Million in New Investments ? HUNT VALLEY, MARYLAND ? November 2, 2022 ? Omega Healthcare Investors, Inc. (NYSE: OHI) (the ?Company? or ?Omega?) announced today its results for t

Amended and Restated Bylaws of Omega Healthcare Investors, Inc. as of October 21, 2022 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed October 21, 2022).

Exhibit 3.1 OMEGA HEALTHCARE INVESTORS, INC. AMENDED AND RESTATED BYLAWS Adopted as of October 21, 2022 ARTICLE I OFFICES Section 1. Principal Office. The principal office of Omega Healthcare Investors, Inc. (the ?Corporation?) in the state of Maryland shall be located at such place as the Board of Directors may from time to time designate. Section 2. Other Offices. The Corporation may establish s

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2022 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? ?? ?? ? FORM 8-K ? ?? ?? ? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): August 1, 2022 ? OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) ? Maryland 1-11316 38-3041398 (State or other jurisdic

OMEGA REPORTS SECOND QUARTER 2022 RESULTS AND RECENT DEVELOPMENTS Completed $73 Million in New Investments

Exhibit 99.1 ? 303 International Circle P: 410.427.1700 Suite 200 F: 410.427.8800 Hunt Valley, MD 21030 ? PRESS RELEASE ? FOR IMMEDIATE RELEASE OMEGA REPORTS SECOND QUARTER 2022 RESULTS AND RECENT DEVELOPMENTS Completed $73 Million in New Investments ? HUNT VALLEY, MARYLAND ? August 1, 2022 ? Omega Healthcare Investors, Inc. (NYSE: OHI) (the ?Company? or ?Omega?) announced today its results for th

Regulation FD Disclosure, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2022 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

OMEGA REPORTS FIRST QUARTER 2022 RESULTS AND RECENT DEVELOPMENTS Completed $142 Million in New Investments Completed the Gulf Coast Portfolio Asset Sale for $318 Million

Exhibit 99.1 ? 303 International Circle P: 410.427.1700 Suite 200 F: 410.427.8800 Hunt Valley, MD 21030 ? PRESS RELEASE ? FOR IMMEDIATE RELEASE OMEGA REPORTS FIRST QUARTER 2022 RESULTS AND RECENT DEVELOPMENTS Completed $142 Million in New Investments Completed the Gulf Coast Portfolio Asset Sale for $318 Million ? HUNT VALLEY, MARYLAND ? May 2, 2022 ? Omega Healthcare Investors, Inc. (NYSE: OHI) (

Financial Statements and Exhibits, Results of Operations and Financial Condition

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? ?? ?? ? FORM 8-K ? ?? ?? ? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): May 2, 2022 ? OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) ? Maryland 1-11316 38-3041398 (State or other jurisdictio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549? SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.??????) Filed by Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? C

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2022 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Commi

OMEGA ISSUES BUSINESS UPDATE IN CONJUNCTION WITH THE CREDIT SUISSE INAUGURAL HEALTHCARE REIT SUMMIT

EX-99.1 2 tm2211399d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 303 International Circle P: 410.427.1700 Suite 200 F: 410.427.8800 Hunt Valley, MD 21030 PRESS RELEASE – FOR IMMEDIATE RELEASE OMEGA ISSUES BUSINESS UPDATE IN CONJUNCTION WITH THE CREDIT SUISSE INAUGURAL HEALTHCARE REIT SUMMIT HUNT VALLEY, MARYLAND – April 4, 2022 – Omega Healthcare Investors, Inc. (NYSE: OHI) announced today that it has re

Subsidiaries of the Registrant.*

Exhibit 21.1 Subsidiaries of the Registrant, as of December 31, 2021 ? Subsidiary Name Home State 11900 East Artesia Boulevard, LLC California 1200 Ely Street Holdings Co. LLC Michigan 13922 Cerise Avenue, LLC California 1628 B Street, LLC California 22 ? 26 Southeast Sixth Street, LLC Delaware 2400 Parkside Drive, LLC California 2425 Teller Avenue, LLC Colorado 245 East Wilshire Avenue, LLC Calif

Form of Time-Based Restricted Stock Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (commencing 2022) (Incorporated by reference to Exhibit 10.6M to the Company’s Annual Report on Form 10-K, filed February 17, 2022). +

? 2022 FORM OF ? TIME-BASED RESTRICTED STOCK UNITS AGREEMENT PURSUANT TO THE OMEGA HEALTHCARE INVESTORS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Form of Relative TSR-Based Performance Restricted Stock Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (commencing 2022) (Incorporated by reference to Exhibit 10.6Q to the Company’s Annual Report on Form 10-K, filed February 17, 2022). +

2022 FORM OF ? RELATIVE TSR-BASED PERFORMANCE RESTRICTED STOCK UNITS AGREEMENT PURSUANT TO THE OMEGA HEALTHCARE INVESTORS, INC.

Form of TSR-Based Performance Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (commencing 2022) (Incorporated by reference to Exhibit 10.6P to the Company’s Annual Report on Form 10-K, filed February 17, 2022). +

2022 FORM OF ? TSR-BASED PERFORMANCE PROFITS INTEREST UNITS AGREEMENT PURSUANT TO THE OMEGA HEALTHCARE INVESTORS, INC.

Form of TSR-Based Performance Restricted Stock Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (commencing 2022) (Incorporated by reference to Exhibit 10.6O to the Company’s Annual Report on Form 10-K, filed February 17, 2022). +

2022 FORM OF ? TSR-BASED PERFORMANCE RESTRICTED STOCK UNITS AGREEMENT PURSUANT TO THE OMEGA HEALTHCARE INVESTORS, INC.

Form of Time-Based Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (commencing 2022) (Incorporated by reference to Exhibit 10.6N to the Company’s Annual Report on Form 10-K, filed February 17, 2022). +

2022 FORM OF ? TIME-BASED PROFITS INTEREST UNITS AGREEMENT PURSUANT TO THE OMEGA HEALTHCARE INVESTORS, INC.

Form of Relative TSR-Based Performance Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (commencing 2022) (Incorporated by reference to Exhibit 10.6R to the Company’s Annual Report on Form 10-K, filed February 17, 2022). +

2022 FORM OF ? RELATIVE TSR-BASED PERFORMANCE PROFITS INTEREST UNITS AGREEMENT PURSUANT TO THE OMEGA HEALTHCARE INVESTORS, INC.

Subsidiary guarantors of guaranteed securities.*

EX-22.1 10 ohi-20211231ex221d6f854.htm EX-22.1 Exhibit 22.1 Subsidiary guarantors of guaranteed securities From time to time Omega Healthcare Investors, Inc., a Maryland corporation (the “Company”), may issue debt securities under a registration statement on Form S-3 filed with the Securities and Exchange Commission that are fully and unconditionally guaranteed by OHI Healthcare Properties Limited

Form of Annual Amendment to Employment Agreement for the Company’s executive officers. +*

Exhibit 10.10 ? FORM OF AMENDMENT TO EMPLOYMENT AGREEMENT ? THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the ?Amendment?) is made [Date], among OHI Asset Management LLC (the ?Company?), Omega Healthcare Investors, Inc. (the ?Parent?), and [Name] (the ?Executive?). ? INTRODUCTION ? The Company, the Parent and the Executive are parties to an employment agreement (as amended, the ?Employment Agreement?) g

OHI / Omega Healthcare Investors Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 17)* Name of issuer: Omega Healthcare Investors Inc. Title of Class of Securities: REIT CUSIP Number: 681936100 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is fil

Financial Statements and Exhibits, Results of Operations and Financial Condition

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? ?? ?? ? FORM 8-K ? ?? ?? ? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): February 2, 2022 ? OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) ? Maryland 1-11316 38-3041398 (State or other jurisd

OMEGA REPORTS FOURTH QUARTER 2021 RESULTS AND RECENT DEVELOPMENTS

EX-99.1 2 ohi-20220202ex991669ba7.htm EX-99.1 Exhibit 99.1 303 International Circle P: 410.427.1700 Suite 200 F: 410.427.8800 Hunt Valley, MD 21030 PRESS RELEASE – FOR IMMEDIATE RELEASE OMEGA REPORTS FOURTH QUARTER 2021 RESULTS AND RECENT DEVELOPMENTS HUNT VALLEY, MARYLAND – February 2, 2022 – Omega Healthcare Investors, Inc. (NYSE: OHI) (the “Company” or “Omega”) announced today its results for t

OMEGA ANNOUNCES QUARTERLY DIVIDEND, AUTHORIZES $500 MILLION STOCK REPURCHASE PROGRAM, AND ANNOUNCES 2022 ANNUAL MEETING DATES

EX-99.1 3 tm224529d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 303 International Circle P: 410.427.1700 Suite 200 F: 410.427.8800 Hunt Valley, MD 21030 PRESS RELEASE – FOR IMMEDIATE RELEASE OMEGA ANNOUNCES QUARTERLY DIVIDEND, AUTHORIZES $500 MILLION STOCK REPURCHASE PROGRAM, AND ANNOUNCES 2022 ANNUAL MEETING DATES HUNT VALLEY, MARYLAND – January 27, 2022 – Omega Healthcare Investors, Inc. (NYSE:OHI) tod

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2022 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Co

Amended and Restated Bylaws of Omega Healthcare Investors, Inc., as of January 27, 2022

Exhibit 3.1 OMEGA HEALTHCARE INVESTORS, INC. AMENDED AND RESTATED BYLAWS Adopted as of January 27, 2022 ARTICLE I OFFICES Section 1. Principal Office. The principal office of Omega Healthcare Investors, Inc. (the ?Corporation?) in the state of Maryland shall be located at such place as the Board of Directors may from time to time designate. Section 2. Other Offices. The Corporation may establish s

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2021 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (C

As filed with the Securities and Exchange Commission on December 7, 2021

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 7, 2021 REGISTRATION NO.

Form of Indenture.+

EX-4.1 2 tm2134622d2ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 Omega Healthcare Investors, Inc. and each of the Guarantors named herein INDENTURE Dated as of , 202[●] Senior Debt Securities U.S. Bank National Association, Trustee CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.08; 7.10 (b) 7.08; 7.10 (c) N.A. 311(a) 7.11 (b) 7

Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Form of Indenture referenced in Exhibit 4.1.+

Exhibit 25.1 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ? U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer Identif

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? ?? ?? ? FORM 8-K ? ?? ?? ? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): November 4, 2021 ? OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) ? Maryland 1-11316 38-3041398 (State or other jurisd

OMEGA REPORTS THIRD QUARTER 2021 RESULTS AND RECENT DEVELOPMENTS Completed $172 Million in Real Estate Investments

Exhibit 99.1 ? 303 International Circle P: 410.427.1700 Suite 200 F: 410.427.8800 Hunt Valley, MD 21030 ? PRESS RELEASE ? FOR IMMEDIATE RELEASE OMEGA REPORTS THIRD QUARTER 2021 RESULTS AND RECENT DEVELOPMENTS Completed $172 Million in Real Estate Investments ? HUNT VALLEY, MARYLAND ? November 4, 2021 ? Omega Healthcare Investors, Inc. (NYSE: OHI) (the ?Company? or ?Omega?) announced today its resu

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2021 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (

OMEGA ISSUES BUSINESS UPDATE IN CONJUNCTION WITH BOFA SECURITIES 2021 GLOBAL REAL ESTATE CONFERENCE

Exhibit 99.1 303 International Circle P: 410.427.1700 Suite 200 F: 410.427.8800 Hunt Valley, MD 21030 PRESS RELEASE ? FOR IMMEDIATE RELEASE OMEGA ISSUES BUSINESS UPDATE IN CONJUNCTION WITH BOFA SECURITIES 2021 GLOBAL REAL ESTATE CONFERENCE HUNT VALLEY, MARYLAND ? September 21, 2021 ? Omega Healthcare Investors, Inc. (NYSE: OHI) announced today that it has revised the COVID-19 Update and COVID-19 O

CALCULATION OF REGISTRATION FEE

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-256084? CALCULATION OF REGISTRATION FEE ? ? Title of Each Class of Securities to Be Registered ? ? ? Amount to Be Registered(1) ? ? ? Proposed Maximum Offering Price Per Share ? ? ? Proposed Maximum Aggregate Offering Price ? ? ? Amount of Registration Fee ? Common stock, $0.10 par value ? ? ? ? ? 8,341,183 ? ? ? ? ? $ ??????(

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2021 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2021 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Commi

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2021 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Comm

OMEGA REPORTS SECOND QUARTER 2021 RESULTS AND RECENT DEVELOPMENTS Balance Sheet Strengthened Closed a New $1.45 Billion Unsecured Credit Facility Implemented a New $1.0 Billion ATM Program

Exhibit 99.1 ? 303 International Circle P: 410.427.1700 Suite 200 F: 410.427.8800 Hunt Valley, MD 21030 ? PRESS RELEASE ? FOR IMMEDIATE RELEASE OMEGA REPORTS SECOND QUARTER 2021 RESULTS AND RECENT DEVELOPMENTS Balance Sheet Strengthened Closed a New $1.45 Billion Unsecured Credit Facility Implemented a New $1.0 Billion ATM Program ? ? HUNT VALLEY, MARYLAND ? August 2, 2021 ? Omega Healthcare Inves

OMEGA ISSUES BUSINESS UPDATE IN CONJUNCTION WITH NAREIT’S REITWEEK 2021 INVESTOR CONFERENCE

EX-99.1 2 tm2119061d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 303 International Circle P: 410.427.1700 Suite 200 F: 410.427.8800 Hunt Valley, MD 21030 PRESS RELEASE – FOR IMMEDIATE RELEASE OMEGA ISSUES BUSINESS UPDATE IN CONJUNCTION WITH NAREIT’S REITWEEK 2021 INVESTOR CONFERENCE HUNT VALLEY, MARYLAND – June 7, 2021 – Omega Healthcare Investors, Inc. (NYSE: OHI) announced today that it has revised the

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2021 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Commis

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2021 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Commis

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2021 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Commis

At-the Market Equity Offering Sales Agreement, dated May 20, 2021, among the Company, the Sales Agents, the Forward Sellers and the Forward Purchasers (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed May 20, 2021).

EX-1.1 2 tm2117060d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 EXECUTION VERSION Omega Healthcare Investors, Inc. Common Stock ($0.10 par value) AT-THE-MARKET EQUITY OFFERING SALES AGREEMENT May 20, 2021 Wells Fargo Securities, LLC Barclays Capital Inc. BofA Securities, Inc. Berenberg Capital Markets LLC BNP Paribas Securities Corp. Capital One Securities, Inc. CIBC World Markets Corp. Credit Agricole Secu

Omega Healthcare Investors, Inc. Common Stock

FILED PURSUANT TO RULE 424(b)(2) REGISTRATION NO. 333-256084 Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) Common Stock, par value $0.10 per share $ 1,000,000,000 $ 109,100 (1) Calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended, or the Securities Act, based on the proposed maximum aggre

As filed with the Securities and Exchange Commission on May 13, 2021 REGISTRATION NO. 333-________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OMEGA HEALTHCA

As filed with the Securities and Exchange Commission on May 13, 2021 REGISTRATION NO.

Credit Agreement, dated as of April 30, 2021, among OHI Healthcare Properties Limited Partnership, the lenders named therein and Bank of America, N.A., as administrative agent for such lenders (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed May 4, 2021).

EX-10.2 3 tm2114901d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Executed as of the date first written above. Published CUSIP Number: 67091WAE8 CREDIT AGREEMENT Dated as of April 30, 2021 among OHI Healthcare PROPERTIES LIMITED PARTNERSHIP, as Borrower, CERTAIN SUBSIDIARIES OF BORROWER REFERRED TO HEREIN as Guarantors, THE LENDERS PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent CAPITAL ONE,

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2021 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Comm

Subsidiary guarantors of guaranteed securities (incorporated by reference to Exhibit 22.1 to the Company’s Form 10-Q for the quarter ended March 31, 2021).

EX-22.1 2 ohi-20210331ex22188115d.htm EX-22.1 Exhibit 22.1 Subsidiary guarantors of guaranteed securities From time to time Omega Healthcare Investors, Inc., a Maryland corporation (the “Company”), may issue debt securities under a registration statement on Form S-3 filed with the Securities and Exchange Commission that are fully and unconditionally guaranteed by OHI Healthcare Properties Limited

Quarterly Report - 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Credit Agreement, dated as of April 30, 2021, among the Company, certain subsidiaries of the Company identified therein as guarantors, the lenders named therein and Bank of America, N.A., as administrative agent for such lenders (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed May 4, 2021).

EX-10.1 2 tm2114901d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Published CUSIP Number: 68209GAT7 CREDIT AGREEMENT Dated as of April 30, 2021 among Omega Healthcare Investors, Inc., as Borrower, CERTAIN SUBSIDIARIES OF BORROWER REFERRED TO HEREIN, as Guarantors, THE LENDERS PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer CITIZENS BANK, NATIONAL ASSOCIATION, CRÉDIT AGRICOLE CO

OMEGA REPORTS FIRST QUARTER 2021 RESULTS AND RECENT DEVELOPMENTS Completed $611 Million in New Investments in Q1 Issued $700 Million 3.250% Notes due 2033 in Q1 Repurchased $350 Million of 4.375% Notes due 2023 in Q1 Closed New $1.45 Billion Unsecure

EX-99.1 2 ohi-20210503ex991b92ed6.htm EX-99.1 Exhibit 99.1 303 International Circle P: 410.427.1700 Suite 200 F: 410.427.8800 Hunt Valley, MD 21030 PRESS RELEASE – FOR IMMEDIATE RELEASE OMEGA REPORTS FIRST QUARTER 2021 RESULTS AND RECENT DEVELOPMENTS Completed $611 Million in New Investments in Q1 Issued $700 Million 3.250% Notes due 2033 in Q1 Repurchased $350 Million of 4.375% Notes due 2023 in

Financial Statements and Exhibits, Results of Operations and Financial Condition

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? ?? ?? ? FORM 8-K ? ?? ?? ? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): May 3, 2021 ? OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) ? Maryland 1-11316 38-3041398 (State or other jurisdictio

our Proxy Statement on Schedule 14A, relating to the annual meeting of stockholders to be held on June 3, 2021 and filed with the Commission on April 23, 2021.

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) Filed by Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confi

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Amended and Restated Bylaws of Omega Healthcare Investors, Inc. as of April 8, 2021 (incorporated by reference to Exhibit 3.1 on the Company’s Form 8-K, filed on April 14, 2021).

Exhibit 3.1 As Adopted April 8, 2021 OMEGA HEALTHCARE INVESTORS, INC. AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Section 1. Principal Office. The principal office of Omega Healthcare Investors, Inc. (the ?Corporation?) in the state of Maryland shall be located at such place as the Board of Directors may from time to time designate. Section 2. Other Offices. The Corporation may establish such ot

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2021 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Commi

Omega Healthcare Investors, Inc. Announces Pricing of Tender Offer

EX-99.2 3 tm2110161d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 303 International Circle Suite 200 Hunt Valley, MD 21030 P: 410.427.1700 F: 410.427.8800 PRESS RELEASE – FOR IMMEDIATE RELEASE Omega Healthcare Investors, Inc. Announces Pricing of Tender Offer HUNT VALLEY, MARYLAND – March 17, 2021 – Omega Healthcare Investors, Inc. (NYSE: OHI) (“Omega”) announced today the consideration payable in connect

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2021 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Comm

Omega Healthcare Investors, Inc. Announces Early Tender Results of Tender Offer for Outstanding Notes

Exhibit 99.1 303 International Circle Suite 200 Hunt Valley, MD 21030 P: 410.427.1700 F: 410.427.8800 PRESS RELEASE ? FOR IMMEDIATE RELEASE Omega Healthcare Investors, Inc. Announces Early Tender Results of Tender Offer for Outstanding Notes HUNT VALLEY, MARYLAND ? March 17, 2021 ? Omega Healthcare Investors, Inc. (NYSE: OHI) (?Omega?) announced today the early tender results for its previously an

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2021 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Comm

Indenture, dated as of March 10, 2021, among the Company, OHI Healthcare Properties Limited Partnership and U.S. Bank National Association (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed March 10, 2021).

EX-4.1 2 tm219182d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 OMEGA HEALTHCARE INVESTORS, INC., as Issuer, the SUBSIDIARY GUARANTORS named herein, as Subsidiary Guarantors, and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 10, 2021 3.250% Senior Notes due 2033 Trust Indenture Act Section Indenture Section 310 (a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.08; 7.10 (b) 7.0

CALCULATION OF REGISTRATION FEE

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-228321, 333-228321-01? (correcting inadvertent omission from list of bookrunners on prospectus cover)? CALCULATION OF REGISTRATION FEE ? ? Title of each class of securities to be registered ? ? Amount to be Registered ? ? Proposed maximum offering price ? ? Proposed maximum aggregate offering price ? ? Amount of registration f

CALCULATION OF REGISTRATION FEE

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-228321, 333-228321-01? CALCULATION OF REGISTRATION FEE ? ? Title of each class of securities to be registered ? ? Amount to be Registered ? ? Proposed maximum offering price ? ? Proposed maximum aggregate offering price ? ? Amount of registration fee(1) ? 3.250% Notes due 2033 ? ? ? $ 700,000,000 ? ? ? ? ? 99.304% ? ? ? ? $ 69

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2021 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Commi

Omega Healthcare Investors Announces Pricing of its $700 Million Senior Notes Offering

EX-99.1 2 tm218655d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 303 International Circle Suite 200 Hunt Valley, MD 21030 P: 410.427.1700 F: 410.427.8800 PRESS RELEASE – FOR IMMEDIATE RELEASE Omega Healthcare Investors Announces Pricing of its $700 Million Senior Notes Offering HUNT VALLEY, MARYLAND – March 3, 2021 – Omega Healthcare Investors, Inc. (NYSE: OHI) (“Omega”) today announced that it priced an

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2021 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (State or other jurisdiction of incorporation) (Commi

Omega Healthcare Investors Announces Increase in Aggregate Maximum Tender Amount of Tender Offer for Outstanding Notes

Exhibit 99.2 303 International Circle Suite 200 Hunt Valley, MD 21030 P: 410.427.1700 F: 410.427.8800 PRESS RELEASE ? FOR IMMEDIATE RELEASE Omega Healthcare Investors Announces Increase in Aggregate Maximum Tender Amount of Tender Offer for Outstanding Notes HUNT VALLEY, MARYLAND ? March 3, 2021 ? Omega Healthcare Investors, Inc. (NYSE: OHI) (?Omega?) announced today that it has amended its previo

Underwriting Agreement, dated March 3, 2021, by and among Omega and the representatives of the underwriters named therein.

EX-1.1 2 tm218752d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 EXECUTION VERSION OMEGA HEALTHCARE INVESTORS, INC. $700,000,000 3.250% Senior Notes due 2033 UNDERWRITING AGREEMENT March 3, 2021 J.P. Morgan Securities LLC 383 Madison Avenue, 6th Floor New York, New York 10036 BofA Securities, Inc. One Bryant Park New York, New York 10036 Credit Agricole Securities (USA) Inc. 1301 Avenue of the Americas New Yo

Omega Healthcare Announces Tender Offer for Outstanding 4.375% Notes due 2023

Exhibit 99.1 303 International Circle Suite 200 Hunt Valley, MD 21030 P: 410.427.1700 F: 410.427.8800 PRESS RELEASE – FOR IMMEDIATE RELEASE Omega Healthcare Announces Tender Offer for Outstanding 4.375% Notes due 2023 HUNT VALLEY, MARYLAND – March 3, 2021 – Omega Healthcare Investors, Inc. (NYSE: OHI) (“Omega”) today announced that it commenced a tender offer (the “Tender Offer”) to purchase for c

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2021 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (Omega Healthcare Investors, Inc.) (Omega Healthcare

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED MARCH 3, 2021

TABLE OF CONTENTS This preliminary prospectus supplement and the accompanying prospectus relate to an effective registration statement under the Securities Act of 1933.

Omega Healthcare Investors, Inc. $700,000,000 3.250% Senior Notes due 2033 March 3, 2021

Issuer Free Writing Prospectus, dated March 3, 2021 Filed Pursuant to Rule 433 under the Securities Act of 1933 Supplementing the Preliminary Prospectus Supplement dated March 3, 2021 Registration Statement No.

Subsidiaries of the Registrant.*

Exhibit 21.1 Subsidiaries of Registrant, as of December 31, 2020 ? Subsidiaries of Registrant, as of December 31, 2020 ? ? Subsidiary Name Home State 11900 East Artesia Boulevard, LLC California 1200 Ely Street Holdings Co. LLC Michigan 13922 Cerise Avenue, LLC California 1628 B Street, LLC California 2400 Parkside Drive, LLC California 2425 Teller Avenue, LLC Colorado 245 East Wilshire Avenue, LL

Form of Amendment to Employment Agreement for the Company’s executive officers, effective as of January 1, 2021 for the Company’s executive officers. +*

EX-10.12 2 ohi-20201231ex1012e59db.htm EX-10.12 Exhibit 10.12 FORM OF AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made January 1, 2021, among OHI Asset Management LLC (the “Company”), Omega Healthcare Investors, Inc. (the “Parent”), and [Name] (the “Executive”). INTRODUCTION The Company, the Parent and the Executive are parties to an employment agr

Subsidiary guarantors of guaranteed securities.*

Exhibit 22.1 Subsidiary Guarantors of Guaranteed Securities ? From time to time Omega Healthcare Investors, Inc., a Maryland corporation (the ?Company?), may issue debt securities under a registration statement on Form S-3 filed with the Securities and Exchange Commission that are fully and unconditionally guaranteed by OHI Healthcare Properties Limited Partnership, a Delaware limited partnership

Annual Report - 10-K

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 16)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 16)* Name of issuer: Omega Healthcare Investors Inc. Title of Class of Securities: REIT CUSIP Number: 681936100 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is fil

Financial Statements and Exhibits, Results of Operations and Financial Condition

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? ?? ?? ? FORM 8-K ? ?? ?? ? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): February 4, 2021 ? OMEGA HEALTHCARE INVESTORS, INC. OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) ? Mary

OMEGA REPORTS FOURTH QUARTER 2020 RESULTS AND RECENT DEVELOPMENTS Completed a $510 Million Acquisition in January 2021 Completed $98 Million in New Investments in Q4 Issued $153 Million of Equity in Q4 Issued $700 Million 3.375% Notes due 2031 in Q4

Exhibit 99.1 303 International Circle P: 410.427.1700 Suite 200 F: 410.427.8800 Hunt Valley, MD 21030 PRESS RELEASE – FOR IMMEDIATE RELEASE OMEGA REPORTS FOURTH QUARTER 2020 RESULTS AND RECENT DEVELOPMENTS Completed a $510 Million Acquisition in January 2021 Completed $98 Million in New Investments in Q4 Issued $153 Million of Equity in Q4 Issued $700 Million 3.375% Notes due 2031 in Q4 HUNT VALLE

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 1, 2021 OMEGA HEALTHCARE INVESTORS, INC. OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (Omeg

First Supplemental Indenture, dated as of October 30, 2020, among the Company, OHI Healthcare Properties Limited Partnership and U.S. Bank National Association (Incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q, filed November 3, 2020).

EX-4.2 2 ohi-20200930ex42561b900.htm EX-4.2 Exhibit 4.2 Execution Version FIRST SUPPLEMENTAL INDENTURE (Senior Notes due 2029) THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) is dated as of October 30, 2020, among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Issuer”), OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership, as the sol

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OMEGA HEALTHCARE INVE

OMEGA REPORTS THIRD QUARTER 2020 RESULTS Issued $700 Million 3.375% Notes due 2031 in October

EX-99.1 2 ohi-20201029ex9915afd7c.htm EX-99.1 Exhibit 99.1 303 International Circle P: 410.427.1700 Suite 200 F: 410.427.8800 Hunt Valley, MD 21030 PRESS RELEASE – FOR IMMEDIATE RELEASE OMEGA REPORTS THIRD QUARTER 2020 RESULTS Issued $700 Million 3.375% Notes due 2031 in October HUNT VALLEY, MARYLAND – October 29, 2020 – Omega Healthcare Investors, Inc. (NYSE: OHI) (the “Company” or “Omega”) today

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2020 OMEGA HEALTHCARE INVESTORS, INC. OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (Ome

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2020 OMEGA HEALTHCARE INVESTORS, INC. OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (Ome

CALCULATION OF REGISTRATION FEE

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-228321, 333-228321-01 CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be Registered Proposed maximum offering price Proposed maximum aggregate offering price Amount of registration fee(1) 3.375% Notes due 2031 $ 700,000,000 98.249% $ 687,743,000 $ 75,032.76 (1) Calculated in accorda

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2020 OMEGA HEALTHCARE INVESTORS, INC. OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (Omeg

Underwriting Agreement dated October 7, 2020, by and among Omega Healthcare Investors, Inc., BofA Securities, Inc., Credit Agricole Securities (USA) Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC on behalf of themselves and as representatives of the several underwriters named therein.

Exhibit 1.1 EXECUTION VERSION OMEGA HEALTHCARE INVESTORS, INC. $700,000,000 3.375% Senior Notes due 2031 UNDERWRITING AGREEMENT October 7, 2020 BofA Securities, Inc. One Bryant Park New York, New York 10036 Credit Agricole Securities (USA) Inc. 1301 Avenue of the Americas New York, New York 10019 J.P. Morgan Securities LLC 383 Madison Avenue, 6th Floor New York, New York 10036 Wells Fargo Securiti

Indenture, dated as of October 9, 2020, among the Company, OHI Healthcare Properties Limited Partnership and U.S. Bank National Association (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed October 9, 2020).

Exhibit 4.1 Execution Version OMEGA HEALTHCARE INVESTORS, INC., as Issuer, the SUBSIDIARY GUARANTORS named herein, as Subsidiary Guarantors, and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of October 9, 2020 3.375% Senior Notes due 2031 Trust Indenture Act Section Indenture Section 310 (a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.08; 7.10 (b) 7.08; 7.10 (c) N.A. 311 (

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED OCTOBER 7, 2020

TABLE OF CONTENTS This preliminary prospectus supplement and the accompanying prospectus relate to an effective registration statement under the Securities Act of 1933.

Omega Healthcare Investors, Inc. $700,000,000 3.375% Senior Notes due 2031 October 7, 2020

Issuer Free Writing Prospectus, dated October 7, 2020 Filed Pursuant to Rule 433 under the Securities Act of 1933 Supplementing the Preliminary Prospects Supplement dated October 7, 2020 Registration Statement No.

Omega Healthcare Investors, Inc. $700,000,000 3.375% Senior Notes due 2031 October 7, 2020

Issuer Free Writing Prospectus, dated October 7, 2020 Filed Pursuant to Rule 433 under the Securities Act of 1933 Supplementing the Preliminary Prospects Supplement dated October 7, 2020 Registration Statement No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 2020 OMEGA HEALTHCA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 2020 OMEGA HEALTHCARE INVESTORS, INC. OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (O

OMEGA REVISES REVENUE RECOGNITION ACCOUNTING TREATMENT FOR OPERATORS WITH GOING CONCERN DISCLOSURES

Exhibit 99.1 303 International Circle P: 410.427.1700 Suite 200 F: 410.427.8800 Hunt Valley, MD 21030 OMEGA REVISES REVENUE RECOGNITION ACCOUNTING TREATMENT FOR OPERATORS WITH GOING CONCERN DISCLOSURES HUNT VALLEY, MARYLAND – September 24, 2020 – Omega Healthcare Investors, Inc. (NYSE:OHI) (the “Company” or “Omega”) today announced that it is revising its method of accounting for lease-related rev

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OMEGA HEALTHCARE INVESTORS

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2020 OMEGA HEALTHCARE INVESTORS, INC. OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (Omega

OMEGA REPORTS SECOND QUARTER 2020 RESULTS Completed $50 Million in New Investments

EX-99.1 2 ohi-20200805ex991826b18.htm EX-99.1 Exhibit 99.1 303 International Circle P: 410.427.1700 Suite 200 F: 410.427.8800 Hunt Valley, MD 21030 PRESS RELEASE – FOR IMMEDIATE RELEASE OMEGA REPORTS SECOND QUARTER 2020 RESULTS Completed $50 Million in New Investments HUNT VALLEY, MARYLAND – August 5, 2020 – Omega Healthcare Investors, Inc. (NYSE: OHI) (the “Company” or “Omega”) today announced it

Transition Agreement and Release, dated as of July 8, 2020, between Omega Healthcare Investors, Inc., Omega Asset Management LLC and Michael D. Ritz (incorporated by reference to Exhibit 10.1 on the Company’s Form 8-K filed, on July 14, 2020).

Exhibit 10.1 Execution Version TRANSITION AGREEMENT AND RELEASE THIS TRANSITION AGREEMENT AND RELEASE (the “Agreement”) is made effective as of the 8th day of July, 2020 (the “Effective Date”), except as otherwise provide herein, among Omega Healthcare Investors, Inc. (“Parent”), Omega Asset Management LLC (the “Company”) and Michael D. Ritz (“Executive”). The Parent, the Company and the Executive

Consulting Agreement, entered into as of July 8, 2020 and effective as of August 16, 2020, between Omega Healthcare Investors, Inc., and Michael D. Ritz (incorporated by reference to Exhibit 10.2 on the Company’s Form 8-K, filed on July 14, 2020).

Exhibit 10.2 Execution Version CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is entered to be effective as of August 16, 2020, by and between Omega Healthcare Investors, Inc. (hereinafter “Omega” or the “Company”) and Michael D. Ritz (hereinafter “Consultant”). RECITALS WHEREAS, until August 15, 2020, Consultant was an officer of Omega, as well as an officer and director of sub

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2020 OMEGA HEALTHCARE INVESTORS, INC. OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (Omega H

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2020 OMEGA HEALTHCARE INVESTORS, INC. OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (Omega

Second Amendment to Amended and Restated Credit Agreement, dated as of October 28, 2019, among Omega Healthcare Investors, Inc., certain subsidiaries of Omega Healthcare Investors, Inc. identified therein as guarantors, the lenders named therein and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as administrative agent for such lenders.*

Exhibit 10.3 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of the Second Amendment Effective Date, is by and among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Borrower”), OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership, as a Guarantor, the lenders

Second Amendment to Credit Agreement, dated as of October 28, 2019, among OHI Healthcare Properties Limited Partnership, the lenders named therein and Bank of America, N.A., as administrative agent for such lenders.*

EX-10.2 3 ohi-20200331ex10265e3e8.htm EX-10.2 Exhibit 10.2 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of the Second Amendment Effective Date, is by and among OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”), the lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., a

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OMEGA HEALTHCARE INVESTOR

Second Amendment to Credit Agreement, dated as of May 25, 2017, among the Company, each of the subsidiary guarantors listed therein and Bank of America, N.A. dated as of October 28, 2019 (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed May 8, 2020).

Exhibit 10.1 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of the Second Amendment Effective Date, is by and among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Borrower”), OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership, as a Guarantor, the lenders identified on the signature pages hereto

OMEGA REPORTS FIRST QUARTER 2020 RESULTS Enhances Strong Balance Sheet during COVID-19 Uncertainties

Exhibit 99.1 303 International Circle P: 410.427.1700 Suite 200 F: 410.427.8800 Hunt Valley, MD 21030 PRESS RELEASE – FOR IMMEDIATE RELEASE OMEGA REPORTS FIRST QUARTER 2020 RESULTS Enhances Strong Balance Sheet during COVID-19 Uncertainties HUNT VALLEY, MARYLAND – May 4, 2020 – Omega Healthcare Investors, Inc. (NYSE:OHI) (the “Company” or “Omega”) today announced its results for the quarter ended

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2020 OMEGA HEALTHCARE INVESTORS, INC. OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (Omega He

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of th

Proxy Statement on Schedule 14A filed with the SEC on April 28, 2020

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confident

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2020 OMEGA HEALTHCARE INVESTORS, INC. OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (Omega

F: 410.427.8800

Exhibit 99.1 F: 410.427.8800 303 International Circle P: 410.427.1700 Suite 200 F: 410.427.8800 Hunt Valley, MD 21030 PRESS RELEASE –FOR IMMEDIATE RELEASE OMEGA PROVIDES UPDATE ON COVID-19 IMPACT HUNT VALLEY, MARYLAND – March 27, 2020 – Omega Healthcare Investors, Inc. (NYSE:OHI) today provided an update on the impact of COVID-19 on its business and operators. Taylor Pickett, Omega’s Chief Executi

F: 410.427.8800

Exhibit 99.1 F: 410.427.8800 303 International Circle P: 410.427.1700 Suite 200 F: 410.427.8800 Hunt Valley, MD 21030 PRESS RELEASE –FOR IMMEDIATE RELEASE OMEGA AUTHORIZES $200 MILLION STOCK REPURCHASE PROGRAM and Other Actions to Enhance Stockholder Value and Balance Sheet · Suspension of Dividend Reinvestment and Stock Purchase Plan · Partial Credit Facility Draw HUNT VALLEY, MARYLAND – March 23

Regulation FD Disclosure, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2020 OMEGA HEALTHCARE INVESTORS, INC. OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) Maryland 1-11316 38-3041398 (Omega

2020 Form of TSR-Based Performance Restricted Stock Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (Incorporated by reference to Exhibit 10.8I to the Company’s Annual Report on Form 10-K, filed February 28, 2020). +

FORM OF TSR-BASED PERFORMANCE RESTRICTED STOCK UNITS AGREEMENT PURSUANT TO THE OMEGA HEALTHCARE INVESTORS, INC.